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1475-11

Date:

September 22, 2011

To:

All Participants

Category:

Dividends

From:

International Services

Attention:

Operations, Reorg & Dividend Managers, Partners & Cashiers

Subject:

Tax Relief – Country: Japan
Eisai Co., Ltd. CUSIP: 282579309
Record Date: 09/29/11 Payable Date: TBA
EDS Cut-Off: 10/06/11 Documentation Cut-Off: 10/06/11 8PM

Participants can use DTC’s Elective Dividend System (EDS) function over the Participant Terminal
System (PTS) or TaxRelief option on the Participant Browser System (PBS) web site to certify all or a
portion of their position entitled to the applicable withholding tax rate.
Questions regarding this Important Notice may be directed to Globe Tax. 212-747-9100

Important Legal Information: The Depository Trust Company (“DTC”) does not represent or warrant the accuracy, adequacy,
timeliness, completeness or fitness for any particular purpose of the information contained in this communication, which is based in part
on information obtained from third parties and not independently verified by DTC and which is provided as is. The information contained
in this communication is not intended to be a substitute for obtaining tax advice from an appropriate professional advisor. In providing
this communication, DTC shall not be liable for (1) any loss resulting directly or indirectly from mistakes, errors, omissions, interruptions,
delays or defects in such communication, unless caused directly by gross negligence or willful misconduct on the part of DTC, and (2) any
special, consequential, exemplary, incidental or punitive damages.
To ensure compliance with Internal Revenue Service Circular 230, you are hereby notified that: (a) any discussion of federal tax issues
contained or referred to herein is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties that may be
imposed under the Internal Revenue Code; and (b) as a matter of policy, DTC does not provide tax, legal or accounting advice and
accordingly, you should consult your own tax, legal and accounting advisor before engaging in any transaction.

Non-Confidential
DTCC is now offering enhanced access to all important notices via a new, Web-based subscription service. The new notification system
leverages RSS Newsfeeds, providing significant benefits including real-time updates and customizable delivery. To learn more and to set up
your own DTCC RSS alerts, visit http://www.dtcc.com/subscription_form.php.

1

EISAI CO., LTD. has announced a cash
dividend. JPMorgan Chase Bank acts as
the Depositary for the company’s
American Depositary Receipt (“ADR”)
program.
Participants can use DTC’s Elective
Dividend System (EDS) function over the
Participant Terminal System (PTS) or
Tax Relief option on the Participant
Browser System (PBS) web site to certify
all or a portion of their position entitled to
the applicable withholding tax rate. Use
of EDS will permit entitlement amounts to
be paid through DTC.
On ADR Pay Date, all non-Japanese
resident holders will receive this dividend
net of Japanese withholding tax of 7%
with the possibility to reclaim as outlined
in the Eligibility Matrix below.

DIVIDEND EVENT DETAILS
COUNTRY OF ISSUANCE
ISSUE

JAPAN
EISAI CO., LTD.

CUSIP#

282579309

DEPOSITARY
ADR RECORD DATE

J.P. Morgan Chase Bank
September 29, 2011

ADR PAY DATE

TBA

ADR GROSS DIVIDEND RATE
ON PAY DATE

TBA

ORD GROSS DIVIDEND RATE
ON PAY DATE

TBA

RATIO

TBA

RATE OF TAX WITHHOLDING

7% (3% additional local
tax for Japanese individual
residents only)

ELIGIBILITY MATRIX
RATE DESCRIPTION

RECLAIM
RATE

ELIGIBLE RESIDENTS

DOCUMENTATION REQUIRED

10%

0%

JAPANESE INDIVIDUAL
RESIDENTS

FAVORABLE - 7%

0%

ALL BENEFICIARIES EXCEPT NO DOCUMENTATION REQUIRED
JAPANESE INDIVIDUAL
RESIDENTS AND TREATY
ELIGIBLE PENSIONS

EXEMPT - 0%

7%

TREATY ELIGIBLE NONJAPANESE RESIDENT
PENSIONS
(PLEASE SEE EXHIBIT 1)

1. FORM 6166
2. APPENDIX A
3. POWER-OF-ATTORNEY (APPENDIX B)

20%

0%

LARGE SHAREHOLDERS
THAT HOLD 3% OR MORE
OF THE OUTSTANDING
SHARES EXCLUDING
FOREIGN/(JAPANESE)
DOMESTIC CORPORATE
LARGE SHAREHOLDERS
FOR DIVIDEND INCOME

2. APPENDIX A

1. APPENDIX A

CHARGES & DEADLINES

FILING METHOD

RELIEF AT
SOURCE

LONG-FORM

FINAL
DEPOSITARY MINIMUM SERVICE SUBMISSION
SERVICE
CHARGE PER
DEADLINE
CHARGE
BENEFICIAL OWNER (ALL TIMES
EST)

BATCH

PAYMENT
METHOD

PAYMENT ON PAY
DATE

EDS

UP TO $0.0035
per ADR

CHECK

UP TO $0.005
per ADR

POST-EDS PROCESS;
ONGOING

$0

October 6,
2011; 8:00 P.M.

UP TO $400

UP TO 5
YEARS FROM
ADR RECORD
DATE

DESCRIPTION OF VARIOUS DOCUMENTATION
DOCUMENT NAME

IRS FORM 6166

DESCRIPTION

ORIGINAL / COPY

ISSUED BY THE INTERNAL REVENUE
ORIGINAL
SERVICE, STATING THE NAME AND TAX
PAYER IDENTIFICATION NUMBER OF THE
BENEFICIAL OWNER. IT MUST BE DATED
WITHIN 9 MONTHS OF SUBMISSION. CANNOT
BE CERTIFIED FOR ANY OTHER COUNTRY.
MUST HAVE IRS CODES 401(A) AND 501 (A)

APPENDIX A
LISTING OF BENEFICIAL OWNERS AND/OR
(COVER LETTER) JAPANESE INDIVIDUAL RESIDENTS

ORIGINAL

SIGNATURE
REQUIREMENT
IRS
REPRESENTATIVE

DTC PARTICIPANT

APPENDIX B
(POWER OF
ATTORNEY)

SIGNED BY BENEFICIAL OWNER APPOINTING ORIGINAL
DEPOSITARY ON BENEFICIAL OWNER’S
LETTERHEAD

BENEFICIAL OWNER

LIMITED POWER
OF ATTORNEY

IF THE POA IS SIGNED BY THE BROKER,
TRUST AGREEMENT OR LIMITED POA MUST
ALSO BE SUBMITTED

COPY

DTC PARTICIPANT

APPENDIX C

CERTIFICATE OF RESIDENCE FOR UK
PENSIONS

ORIGINAL

UK TAX AUTHORITY

WITHHOLDING TAX UPDATE REGARDING “LARGE SHAREHOLDERS”
Individual (non-Corporate) "large shareholders" who hold 3% or more of the number of outstanding shares for
dividend income from listed shares, now fall under the "large shareholder" category. These "large shareholders" will
no longer be eligible for the preferential tax rates and thus be applied the 20% tax rate for dividends paid after
September 30, 2011. Participants are required to disclose the name and address of these "large shareholders" to the
Depositary by the deadline stated within this notice. Corporate entities (both Japanese and non-Japanese) who hold
3% or more of the number of outstanding shares for dividend income from listed shares are still entitled to the
preferential withholding rates and are eligible to receive the income with a 7% withholding rate applied or more if
eligible based on the treaty between the investors country of residence and Japan. Dividend income for unlisted
shares will continue to be withheld at the 20% Japanese National Tax Rate.

FREQUENTLY ASKED QUESTIONS (FAQs)
QUESTION

ANSWER

CAN I SUBMIT A TRUST AGREEMENT IN LIEU OF A
POA SIGNED BY THE BENEFICIAL OWNER?

YES, BUT A LIMITED POA SIGNED BY THE
PARTICIPANT MUST BE ACCOMPANIED BY THE
TRUST AGREEMENT

ARE FORM 6166S WITH IRS CODE RULING 81-100
ACCEPTED?

YES, WITH A TAX DETERMINATION LETTER

DOES THE BENEFICIARIES NAME ON THE FORM
6166 NEED TO MATCH THE POA?

YES, THE BENEFICIARIES NAME ON BOTH
DOCUMENTS SHOULD BE IDENTICAL.

HOW LONG DOES IT TAKE FOR LONG-FORM
CLAIMS TO BE PAID?

WE ESTIMATE IT TAKES UP TO 1 YEAR FOR LONG
FORM CLAIMS TO BE PAID

DOES THE LONG-FORM PROCESS HAVE A
MINIMUM POSITION REQUIRMENT PER
BENEFICIAL OWNER?

YES, PLEASE CALL FOR MORE DETAILS.

DO POAS NEED TO BE NOTARIZED FOR SHORT
FORM CLAIMS?

NO, ONLY POAS SUBMITTED FOR LONG FORM
CLAIMS NEED TO BE NOTARIZED.

WHAT IS THE STATUTE OF LIMITATIONS FOR
FILING JAPANESE RECLAIMS?

IT IS 5 YEARS FROM ORDINARY PAY DATE. CLAIMS
RECEIVED AFTER OUR SUBMISSION DEADLINE
WILL BE FILED ON A BEST EFFORT BASIS.

WHAT IF THE BENEFICIAL OWER NAME AND/OR
ADDRESS IS NOT CONSISTANT WITH THE OTHER
DOCUMENTS?

SEND A LETTER ON PARTICIPANT LETTERHEAD
EXPLAINING THE DISCREPANCY. BE SURE TO
INCLUDE THE TAX ID NUMBER.

J.P. Morgan Chase Bank, now offers ESP powered by GlobeTax, an electronic withholding tax
submission system. This system allows for the secure and simplified transfer of beneficial owner
level data from the Participant to J.P. Morgan Chase Bank and creates applicable documentation
on the Participants behalf.
Submit the data online through the web site below, print out the document on letterhead, sign, and
mail to J.P. Morgan Chase Bank / GlobeTax along with the additional documentation (necessary
for U.S. Pensions, U.K. Pensions, Japanese Residents and Large Shareholders).
These claims should be submitted through the following web site. (Requires a one-time registration)
https://www.globetaxesp.com
Please contact Jonathan Staake at 212-747-9100 if you have any questions about this process.

CONTACT DETAILS
PRIMARY CONTACT

RITA PATEL

DOMESTIC PHONE (U.S.)

1-800-929-5484

DOMESTIC FAX (U.S.)

1-800-929-9986

INTERNATIONAL PHONE

1-212-747-9100

INTERNATIONAL FAX

1-212-747-0029

EMAIL ADDRESS

RITA_PATEL@GLOBETAX.COM

COMPANY

JPMORGAN CHASE BANK/ GLOBETAX

STREET ADDRESS

90 BROAD STREET, 16TH FLOOR

CITY/STATE/ZIP

NEW YORK, NY 10004

ADDITIONAL CONTACTS

SARAH MARTIN
JONATHAN STAAKE

EISAI CO., LTD. ; CUSIP# 282579309

Complete Address

Country of
Residence
Tax ID Number

# ADRs

PLEASE INCLUDE YOUR PHONE AND FAX NUMBER SO THAT WE CAN CONTACT YOU
WITH ANY QUESTIONS THAT WE MIGHT HAVE.

FAX: _________________________________________

TEL : _________________________________________

Incorrect claims and/or elections could result in fines and/or penalties.

Position of Signatory

Print Name of Signatory

JPMorgan Chase Bank is not liable for failure to secure the refund and any funds erroneously received shall be immediately returned to JPMorgan Chase Bank,
including any interest, additions to tax or penalties thereon. This is not tax advice. Please consult your tax advisor.

I / We certify that to the best of my knowledge the above beneficial owners are eligible for the preferential rates as stated herein and I declare that I have performed
all the necessary due diligence to satisfy myself as to the accuracy of the information submitted to me by these beneficial owners.

*** IF THERE ARE MORE THAN 7 BENEFICIAL HOLDERS, PLEASE CALL THE NUMBER ABOVE AND WE WILL SEND YOU A PREFORMATTED DISK. PLEASE RETURN THE DISK AND THE HARD COPY WITH THE REQUIRED AUTHORIZED SIGNATURES TO THE
ADDRESS ABOVE.

Name of Beneficiary

Law of
Establishment
(ERISA, State Law
of , etc.)

I / We the undersigned
(Contact Name)
authorized representative of
(DTC Participant Name)______
holding shares at Cede & Co. under DTC#
(DTC PTS Number)
of EISAI CO., LTD. ; CUSIP# 282579309, request that
the upcoming cash dividend payable to holders as of
September 29, 2011
, receive their entitled tax reclaim.

Re: Withholding Certification for

To: JPMorgan Chase Bank / GlobeTax
90 Broad Street, 16th Floor
New York, New York 10004-2205
Phone: 1-800-929-5484 Fax: 1-800-929-9986

(DTC Participant’s Letterhead)

APPENDIX A – COVER LETTER

APPENDIX B – POWER OF ATTORNEY

(Pension Fund’s Letterhead)
Power of Attorney
(Name of Pension Fund/IRA = the Undersigned), with address in (City, State, Country) hereby
appoints JPMorgan Chase (“Bank”) and/or the Bank’s designated standing proxy(ies) as its true and
lawful attorney with full Power of Attorney to do all or any of the following acts with respect to the
American Depository Receipts representing shares in EISAI CO., LTD. (“Securities”) that the Bank
holds in its safe custody on behalf of the Undersigned through a Participant in the Depository Trust
Company .
i)

To sign and file required forms with competent tax authorities in order to secure any tax
privileges and benefits such as tax reduction or tax-exemption at source.

ii)

To receive on behalf of the Undersigned tax repayments made by competent tax authorities
as a result of lodging reclaim forms.

iii)

To perform any other act as may be necessary to execute the acts mentioned herein.

The Undersigned also authorizes the Bank and/or the Bank’s designated standing
proxy(ies) to submit this power of attorney or a photocopy of it to competent tax
authorities.
(Name of the Pension Fund/IRA)

_

__________
Place and Date

_

_____
Authorized Signature(s)/Title(s)

In addition, the authorized representative:
Confirms that more than 50% of the beneficiaries, members or participants of the eligible pension
fund were individual residents of the ________ or Japan as of the prior taxable period.

(Name of the Pension Fund/IRA)

_

__________
Place and Date

_

_____
Authorized Signature(s)/Title(s)

APPENDIX C
ᒃ
ఫ
⪅
ド
᫂
᭩
Certificate of Residence
⚾ࡣࠊᒆฟ⪅ ________________________________________________________
                                 
ࡀࠊ᪥ᮏᅜ࡜_________________________________________________________
                                            
࡜ࡢ㛫ࡢ ⛒⛯᮲⣙➨_____᮲➨___㡯____࡟つᐃࡍࡿᒃఫ⪅࡛࠶ࡿࡇ࡜ࢆド᫂ࡋࡲࡍࠋ
I hereby certify that (the applicant:)____________________________________
is a resident under the provisions of the Income Tax Convention between Japan and the
United Kingdom of Great Britain and Northern Ireland, Article 22, para. 2 (e) .

ᖺ᭶᪥

____________________________

Date

_______/_________/___________
⨫ ྡ 
Signature

ᐁ ༳
Official Stamp
 

____________________________________        
_____________________________________

       

EXHIBIT 1
TREATY ELIGIBLE PENSIONS
COUNTRY OF
PENSION FUND

UNITED STATES

DESCRIPTION

QUALIFYING PLANS

- QUALIFIED PLANS UNDER SECTION 401(A)
- INDIVIDUAL RETIREMENT PLANS (INCLUDING
APPLIES TO A BENEFICIAL OWNER OF THE
THOSE THAT ARE A PART OF A SIMPLIFIED
ADRS THAT:
EMPLOYEE PENSION PLAN THAT SATISFIES 408(K))
1) IS NOT ENGAGED IN A TRADE OR
INDIVIDUAL
RETIREMENT ACCOUNTS, INDIVIDUAL
BUSINESS IN JAPAN THROUGH A PERMANENT
RETIREMENT
ANNUITIES, SECTION 408(P)
ESTABLISHMENT SITUATED IN JAPAN, WITHIN
THE MEANING OF THE U.S. DOUBLE TAXATION ACCOUNTS
TREATY WITH JAPAN
- ROTH IRAS UNDER SECTION 408 A
2) IS A QUALIFYING “PENSION FUND” AS
- SECTION 457 GOVERNMENTAL PLANS
DEFINED ON PAGE 11 OF THE TECHNICAL
- SECTION 403(A) QUALIFIED ANNUITY PLANS
EXPLANATION OF THE NEW TAX TREATY
BETWEEN THE U.S. AND JAPAN, PUBLISHED - SECTION 403(B) PLANS
- SECTION 401(K) PLANS QUALIFY AS PENSION
BY THE U.S. DEPARTMENT OF TREASURY
FUNDS BECAUSE A 401(K) PLAN IS A TYPE OF
3) IS ABLE TO CERTIFY THAT MORE THAN
401(A) PLAN.
50 % OF THE BENEFICIARIES, MEMBERS OR
PARTICIPANTS OF THE ELIGIBLE PENSION
- ANY OTHER FUND IDENTICAL OR SUBSTANTIALLY
FUND WERE INDIVIDUAL RESIDENTS OF THE
SIMILAR TO THE FOREGOING SCHEMES THAT ARE
U.S. OR JAPAN AS OF THE PRIOR TAXABLE
ESTABLISHED PURSUANT TO LEGISLATION
PERIOD.
INTRODUCED AFTER THE DATE OF SIGNATURE OF
THE CONVENTION.

APPLIES TO A BENEFICIAL OWNER OF THE
ADRS THAT:
1) IS NOT ENGAGED IN A TRADE OR BUSINESS
IN JAPAN THROUGH A PERMANENT
ESTABLISHMENT SITUATED IN JAPAN, WITHIN
THE MEANING OF THE U.K. DOUBLE TAXATION
TREATY WITH JAPAN,
2) IS A QUALIFYING “PENSION FUND” AS
DEFINED BY ARTICLE 22, PARAGRAPH 2(E) OF
UNITED KINGDOM THE INCOME TAX CONVENTION BETWEEN
JAPAN AND THE UNITED KINGDOM OF GREAT
BRITAIN AND NORTHERN IRELAND,
PUBLISHED BY THE MINISTRY OF FINANCE
JAPAN
3) IS ABLE TO CERTIFY THAT MORE THAN
50 % OF THE BENEFICIARIES, MEMBERS OR
PARTICIPANTS OF THE ELIGIBLE PENSION
FUND WERE INDIVIDUAL RESIDENTS OF THE
U.K. OR JAPAN AS OF THE PRIOR TAXABLE
PERIOD.
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